================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                   FORM 10-KSB


       [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
           EXCHANGE ACT OF 1934

           FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003

       [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
           EXCHANGE ACT OF 1934

           FOR THE TRANSITION PERIOD FROM _____________ TO _____________

                         Commission File Number: ______

                           U.S. Telesis Holdings, Inc.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

            Delaware                                    62-0201385
--------------------------------------------------------------------------------
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

   41 Commonwealth Avenue, Boston, MA                             02116
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                        (Zip Code)

                                 (617) 536-2070
--------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

        Title of Each Class                   Name Of Each Exchange On Which
        To be So Registered                   Each Class Is To Be Registered
        -------------------                   ------------------------------
                None                                       None

Securities registered pursuant to Section 12(g) of the Act:

                         Common Stock, $0.001 par value
--------------------------------------------------------------------------------
                                (Title of Class)


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [_]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [_]

The Registrant's revenues for the year ended December 31, 2004 was $0.


The approximate aggregate market value of common stock held by non-affiliates of
the Registrant was $482,968 as of March 31, 2005.

On March 31, 2005, the Registrant had outstanding 11,280,476 shares of voting
Common Stock, $.001 par value.

DOCUMENTS INCORPORATED BY REFERENCE:  YES. See Item 13

    Transitional Small Business Disclosure Format (Check One): Yes [_] No [X]

================================================================================
<PAGE>

                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----


PART I.........................................................................1

  Item 1.  Description of Business.............................................1
  Item 2.  Description of Property.............................................4
  Item 3.  Legal Proceedings...................................................4
  Item 4.  Submission of Matters to a Vote of Security Holders.................4


PART II........................................................................5

  Item 5.  Market for Registrant's Common Equity and Other Shareholder
           Matters.............................................................5
  Item 6.  Management's Discussion and Analysis or Plan of Operation...........6
  Item 7.  Financial Statements................................................7
  Item 8.  Changes in and Disagreements With Accountants on Accounting and
           Financial Disclosures..............................................19
  Item 8a. Controls and Procedures ...........................................19


PART III......................................................................20

  Item 9.  Directors and Executive Officers...................................20
  Item 10. Executive Compensation.............................................20
  Item 11. Security Ownership of Certain Beneficial Owners and Management.....21
  Item 12. Certain Relationships and Related Transactions.....................22
  Item 13. Exhibits and Reports on Form 8-K...................................22
  Item 14. Principal Accountant Fees and Services.............................24
               Signatures
               Certifications
<PAGE>

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

U.S. Telesis Holdings, Inc. (the "Company"), formerly U.S. Telesis, Inc., was
incorporated under the laws of the state of Delaware on August 25, 1998. In a
merger agreement dated May 20, 1999, U.S. Telesis, Inc. merged with and into
Woodland Communications Group, Inc. and thereafter on June 3, 1999, Woodland
Communications Group, Inc. changed its name to U.S. Telesis Holdings, Inc.

The Company was organized to provide diverse telecommunications products and
services to the small and medium business community in the southeastern United
States and to develop a niche market strategy of reselling long distance
services ("switchless services") to the electrical cooperative community. These
services were anticipated to include 1 + calling, operator assisted calling, and
debit card usage. As a result of the dramatic decline in the telecommunications
industry, the Company has abandoned its business objective to provide such
telecommunications products and services.

The Company's present plan is to identify and complete a merger or acquisition
with a private entity whose business presents an opportunity for the Company's
stockholders. The Company's management will review and evaluate business
ventures for possible mergers or acquisitions. The Company has not yet entered
into any agreement, nor does it have any commitment or understanding to enter
into or become engaged in such a transaction, as of the date of this filing.
Further, the business objectives discussed herein are extremely general and are
not intended to restrict the discretion of the Company's management. A decision
to participate in a specific business will be made based upon a Company analysis
of the quality of the prospective business opportunity's management and
personnel, asset base, the anticipated acceptability of the business' products
or marketing concepts, the merit of a business plan, and numerous other factors
which are difficult, if not impossible, to analyze using any objective criteria.

Selection of Business

The Company is now considering business opportunities either through merger or
acquisitions that might create value for our stockholders. We have no day-to-day
operations at the present time. The officers and directors of the Company devote
limited time and attention to the affairs of the Company. Management has adopted
a conservative policy of seeking opportunities that it considers to be of
exceptional quality. As a result of that policy the Company may have to wait
some time before consummating a suitable transaction. Management recognizes that
the higher the standards it imposes upon itself, the greater may its competitive
disadvantages be when vying with other acquiring interests or entities. The
Company does not intend to restrict its consideration to any particular business
or industry segment, and the Company may consider, among others, finance,
brokerage, insurance, transportation, communications, research and development,
biotechnology, service, natural resources, manufacturing or high-technology.

                                       1
<PAGE>

ITEM 1.  DESCRIPTION OF BUSINESS (CONTINUED)

However, due to the Company's limited financial resources, the scope and number
of suitable candidate business ventures available is limited, and most likely
the Company will not be able to participate in more than a single business
venture. Accordingly, it is anticipated that the Company will not be able to
diversify, but may be limited to one merger or acquisition. This lack of
diversification will not permit the Company to offset potential losses from one
business opportunity against profits from another.

The decision to participate in a specific business opportunity will be made upon
management's analysis of the quality of the other firm's management and
personnel, the anticipated acceptability of new products or marketing concepts,
the merit of technological changes and numerous other factors which are
difficult, if not impossible, to analyze through the application of any
objective criteria. In many instances, it is anticipated that the historical
operations of a specific venture may not necessarily be indicative of the
potential for the future because of the necessity to substantially shift a
marketing approach, expand operations, change product emphasis, change or
substantially augment management, or make other changes. The Company will be
dependent upon the management of a business opportunity to identify such
problems and to implement, or be primarily responsible for the implementation
of, required changes. Since the Company may participate in a business
opportunity with a newly organized business or with a business which is entering
a new phase of growth, it should be emphasized that the Company may incur risk
due to the failure of the target's management to have proven its abilities of
effectiveness, or the failure to establish a market for the target's product or
services, or the failure to realize profits.

We will not acquire or merge with any company for which audited financial
statements cannot be obtained. It may be anticipated that any opportunity in
which the Company participates will present certain risks. Many of these risks
cannot be adequately identified prior to selection of the specific opportunity,
and the Company's stockholders must, therefore, depend on the ability of
management to identify and evaluate such risk. In the case of some of the
opportunities available to the Company, it may be anticipated that the founders
thereof have been unable to develop a going concern or that such business is in
its development state in that it has not generated significant revenues from its
principal business activities prior to the Company's participation.

Acquisition of Business

In implementing a structure for a particular business acquisition, the Company
may become a party to a merger, consolidation, reorganization, joint venture,
franchise or licensing agreement with another corporation or entity. It may also
purchase stock or assets of an existing business. On the consummation of a
transaction, it is possible that the present management and stockholders of the
Company will not be in control of the Company. In addition, the Company's two
officers and directors may, as part of the terms of the acquisition transaction,
resign and be replaced by new officers and directors without a vote of the
Company's stockholders.

2
<PAGE>

ITEM 1.  DESCRIPTION OF BUSINESS (CONTINUED)

The Company anticipates that any securities issued in any such reorganization
would be issued in reliance on exemptions from registration under applicable
federal and state securities laws. In some circumstances, however, as a
negotiated element of this transaction, the Company may agree to register such
securities either at the time the transaction is consummated, under certain
conditions, or at a specified time thereafter. The issuance of substantial
additional securities and their potential sale into any trading market may have
a depressive effect on such market.

While the actual terms of a transaction to which the Company may be a party
cannot be predicted, it may be expected that the parties to the business
transaction will find it desirable to avoid the creation of a taxable event and
thereby structure the acquisition in a so called "tax free" reorganization under
Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code").
In order to obtain tax-free treatment under the Code, it may be necessary for
the owners of the acquired business to own 80% or more of the voting stock of
the surviving entity. In such event, the stockholders of the Company would
retain 20% or less of the issued and outstanding shares of the surviving entity,
which could result in significant dilution in the equity of such stockholders.

As a part of our investigation, officers and directors of the Company will meet
personally with management and key personnel, may visit and inspect material
facilities, obtain independent analysis or verification of certain information
provided, check references of key personnel, and take other reasonable
investigative measures, to the extent of the Company's limited financial
resources and management expertise.

The manner in which the Company participates in an opportunity will depend on
the nature of the opportunity, the respective needs and desires of the Company
and other parties, the management of the opportunity, and the relative
negotiating strength of the Company and such other management. With respect to
any mergers or acquisitions, negotiations with target company management will be
expected to focus on the percentage of the Company that target company
stockholders would acquire in exchange for their stockholdings in the target
company. Depending upon, among other things, the target company's assets and
liabilities, the Company's stockholders will in all likelihood hold a lesser
percentage ownership interest in the Company following any merger or
acquisition. The percentage ownership may be subject to significant reduction in
the event the Company acquires a target company with substantial assets. Any
merger or acquisition effected by the Company can be expected to have a
significant dilutive effect on the percentage of shares held by the Company's
then stockholders.

Operation of Business after Acquisition

The Company's operation following its merger or acquisition of a business will
be dependent on the nature of the business and the interest acquired. The
Company is unable to determine at this time whether the Company will be in
control of the Company following the acquisition. It may be expected that the
business will present various challenges that cannot be predicted at the present
time.

                                       3
<PAGE>

ITEM 1.  DESCRIPTION OF BUSINESS (CONTINUED)

Competition

The Company will be involved in intense competition with other business
entities, many of which will have a competitive edge over the Company by virtue
of their stronger financial resources and prior experience in business. There is
no assurance that the Company will be successful in obtaining suitable business
opportunities.

Employees

The Company currently has no employees. Our executive officers devote as much
time to the affairs of the Company as they deem appropriate. Management of the
Company expects to use consultants, attorneys, and accountants as necessary, and
does not anticipate a need to engage any full-time employees as long as business
needs are being identified and evaluated. The need for employees and their
availability will be addressed in connection with a decision concerning whether
or not to acquire or participate in a specific business venture.

ITEM 2.  DESCRIPTION OF PROPERTY

The Company maintains a mailing address at 41 Commonwealth Ave., Boston, MA
02116, which the Company believes is adequate to meet its needs at this time.

ITEM 3.  LEGAL PROCEEDINGS

There is no pending or threatened litigation or other legal proceedings,
material or otherwise, nor any claims or assessments with respect to the Company
at the present time.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of our security holders during the year
ended December 31, 2004.

                                       4
<PAGE>

                                     PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND OTHER SHAREHOLDER MATTERS

Currently, there are 11,280,476 shares of common stock, par value $.001, issued
and outstanding. The Company's common stock is eligible for trading on the pink
sheets.

Currently, there are convertible notes outstanding which upon conversion at a
price per share equal to $0.03 would result in the issuance of approximately
1,100,000 shares of the Company's common stock.

Rule 144 under the Securities Act of 1933, as amended (the "Securities Act")
allows for the sale of restricted securities in limited quantities without
requiring the securities to be registered. Restricted securities are generally
those which are first issued in a private placement exempt from registration and
which bear a restrictive legend. Rule 144 generally applies to corporate
insiders and buyers of private placement securities that were not sold under
Securities and Exchange Commission registration statement requirements.

Under Rule 144, restricted securities may be sold to the public without full
registration (the restriction lapses upon transfer of ownership) if the
following conditions are met:

     1.   The shares proposed to be sold must be beneficially owned for a period
          of one year and the full purchase price for such shares shall have
          been paid.

     2.   The amount of shares to be sold are subject to the volume limitations
          of paragraph (e) of Rule 144 (the greater of one percent (1%) of the
          class of shares outstanding as shown on the issuer's most recent
          report or the average weekly reported volume of trading in such
          securities on all national securities exchanges for the four calendar
          weeks preceding the filing of the Form 144). Please note that the OTC
          Bulletin Board is not considered a "national securities exchange".

     3.   The issuer must be a reporting company and have filed all reports
          required to be filed by it during the twelve (12) months preceding
          such sale.

     4.   The selling shareholder must file a completed and executed Form 144
          Notice of Proposed Sale with the Securities and Exchange Commission.

     5.   The broker selling the shares must fully comply with the "manner of
          sale" provisions of paragraph (f) of Rule 144 and the person selling
          the securities shall not: (a) solicit or arrange for the solicitation
          of orders to buy the securities in anticipation of or in connection
          with such transactions, or (b) make any payment in connection with the
          offer or sale of the securities to any person other than the broker
          who executed the order to sell the securities.

                                       5
<PAGE>

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND OTHER SHAREHOLDER MATTERS
(CONTINUED)

Rule 144(k) of the Securities Act provides for an exemption for the sale of
securities that have not been registered and have been held for at least two
years by the shareholders who are not affiliates of the issuer. Under Rule
144(k) the shares proposed to be sold must be beneficially owned for a period of
two years and the full purchase price for such shares shall have been paid. The
selling shareholder may not be an officer, director or beneficial owner of more
than 10% of any class of security of the issuer. The selling shareholder may not
be an "affiliate" of the issuer, as that term is defined in paragraph (a)(I) of
Rule 144, at the time of the sale or for the three months preceding such sale.
These securities can be sold without volume or sale limitations.

Therefore, all of the Company's common stock which was issued more than two
years ago can be sold by stockholders who are not affiliates of the Company
pursuant to Rule 144(k). There is no public offering being proposed by the
Company at this time.

The Company acknowledges that it is currently a blank check company. Until the
Company becomes an operating company, merges with an operating company, is
acquired by an operating company or acquires an operating company, any
securities issued by the Company will not be able to be resold under Rule 144
but must be registered under the Securities Act.

There are approximately 152 record holders of the Company's common stock. The
Company has not declared any cash dividends.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Plan of Operation

The Company has not had revenues from operations in each of the last two fiscal
years. The sole revenue of the Company during the last two fiscal years was
derived exclusively from interest income.

The Company intends to identify and complete a merger or acquisition with a
private entity whose business presents an opportunity for the Company's
stockholders. The Company's management will review and evaluate business
ventures for possible mergers or acquisitions. The Company's management will
analyze the quality of the prospective business opportunity's management and
personnel, asset base, the anticipated acceptability of business' products or
marketing concepts, the merit of a business plan, and numerous other factors.
The Company's principal goals will be to create and maximize value for our
stockholders.

The Company currently has no operations. The Company's operating expenses
consist of accounting and legal fees as well as non-cash compensation to
employees and directors. Management believes its current cash balance of $709 as
of March 31, 2005 is insufficient to satisfy its minimum cash requirements for
the next twelve months. Management believes that it needs to raise capital
through an additional equity financing or through a merger transaction. There
can be no assurance that the Company can raise capital in an additional equity
financing.

                                       6
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS



                           U.S. TELESIS HOLDINGS, INC.

                          INDEX TO FINANCIAL STATEMENTS

                       FINANCIAL STATEMENTS FOR THE YEARS
                  ENDED DECEMBER 31, 2004 AND DECEMBER 31, 2003



                                                                           Page
                                                                           ----


Report of Independent Registered Public Accounting Firm....................8

Balance Sheets as of December 31, 2004 and 2003............................9

Statements of Operations for the Years Ended
    December 31, 2004 and 2003.............................................10

Statements of Changes in Stockholders' Deficit
    for the Years Ended December 31, 2004 and 2003.........................11

Statements of Cash Flows for the Years Ended
    December 31, 2004 and 2003.............................................12

Notes to Financial Statements..............................................13-18





                                       7
<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and Stockholders of
U.S. Telesis Holdings, Inc.
Boston, Massachusetts

We have audited the accompanying balance sheets of U.S. Telesis Holdings, Inc.
as of December 31, 2004 and 2003 and the related statements of operations,
changes in stockholders' deficit and cash flows for the years then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such
opinion. An audit also includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of U.S. Telesis Holdings, Inc. as
of December 31, 2004 and 2003 and the results of their operations and their cash
flows for the years then ended, in conformity with accounting principles
generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company is a shell Company with no significant
operations, has negative cash flows and has an accumulated deficit. These
circumstances raise substantial doubt about its ability to continue as a going
concern. Management's plans regarding these matters are also described in Note
2. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.

/s/ Vitale, Caturano & Company, Ltd.

Boston, Massachusetts
March 14, 2005

                                       8
<PAGE>

                           U.S. TELESIS HOLDINGS, INC.

                                 BALANCE SHEETS

                           DECEMBER 31, 2004 AND 2003
<TABLE><CAPTION>
                                                                         2004              2003
                                                                     ------------     ------------
<S>                                                                  <C>              <C>
ASSETS
Cash and cash equivalents                                            $         59     $     23,923
                                                                     ------------     ------------

            Total current assets                                               59           23,923
                                                                     ------------     ------------

            Total Assets                                             $         59     $     23,923
                                                                     ============     ============

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
   Accrued expenses                                                  $     12,556     $     53,622

   Convertible Notes Payable to Stockholders                               28,000             --
                                                                     ------------     ------------

            Total current liabilities                                      40,556           53,622
                                                                     ------------     ------------

            Total Liabilities                                              40,556           53,622
                                                                     ------------     ------------

Commitments and Contingencies (Note 2)

Stockholders' Equity (Deficit):
   Preferred stock ($.001 par value, 1,000,000 shares
      authorized, none issued)                                               --               --
   Common stock ($.001 par value, 50,000,000 shares
      authorized, 11,280,476 and 10,813,476 shares issued and
      outstanding at December 31, 2004 and 2003, respectively)             11,281           10,814

Additional paid-in capital                                              1,713,563        1,669,020

Accumulated deficit                                                    (1,765,341)      (1,709,533)
                                                                     ------------     ------------

            Total Stockholders' Equity (Deficit)                          (40,497)         (29,699)
                                                                     ------------     ------------

            Total Liabilities and Stockholders' Equity (Deficit)     $         59     $     23,923
                                                                     ============     ============
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       9
<PAGE>

                           U.S. TELESIS HOLDINGS, INC.

                            STATEMENTS OF OPERATIONS

                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003


<TABLE><CAPTION>
                                                                     2004              2003
                                                                 ------------      ------------
<S>                                                              <C>               <C>
Revenues:
   Interest income                                               $          0      $          6
                                                                 ------------      ------------
            Total revenues                                                  0                 6
                                                                 ------------      ------------
Expenses:
   Professional fees                                                   16,000           115,290
   Other general and administrative expenses                           39,807           240,740
                                                                 ------------      ------------

            Total expenses                                             55,807           356,030
                                                                 ------------      ------------

Net loss                                                         $    (55,807)     $   (356,024)
                                                                 ============      ============

Net loss per common share                                        $      (0.00)     $      (0.05)
                                                                 ============      ============

Weighted average number of common shares outstanding - basic
   and diluted                                                     11,216,487         7,509,887
                                                                 ============      ============
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       10
<PAGE>

                           U.S. TELESIS HOLDINGS, INC.

                 STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003


<TABLE><CAPTION>
                                             Common Stock
                                            .001 Par Value                 Additional                                Total
                                     ------------------------------          Paid-in          Accumulated         Stockholders'
                                       Shares             Amount             Capital            Deficit             Deficit
                                     -----------        -----------        -----------        -----------         -----------
<S>                                  <C>                <C>                <C>                <C>                 <C>
Balances - January 1, 2002             4,921,810        $     4,922        $ 1,392,780        $(1,353,509)        $    44,193

Issuance of options to
  purchase common stock                     --                 --               46,000               --                46,000
Exercise of options to
  purchase common stock                1,000,000              1,000              3,000               --                 4,000
Issuance of common stock               3,500,000              3,500            157,970               --               161,470
Issuance of warrants to
  purchase common stock                     --                 --               15,045               --                15,045
Exercise of common stock
  warrants                             1,391,666              1,392             54,225               --                55,617
Net loss for the year ended
   December 31, 2003                        --                 --                 --             (356,024)           (356,024)
                                     -----------        -----------        -----------        -----------         -----------

Balances -  December 31, 2003         10,813,476        $    10,814        $ 1,669,020        $(1,709,533)        $   (29,699)
                                     -----------        -----------        -----------        -----------         -----------
Issuance of options to
  purchase common stock                     --                 --                6,700               --                 6,700
Exercise of options to
  purchase common stock                  167,000                167              4,843               --                 5,010
Issuance of warrants to
  purchase common stock                     --                 --                3,300               --                 3,300
Exercise of common stock
  warrants                               300,000                300             11,700               --                12,000
Beneficial conversion feature
  on convertible debt                       --                 --               18,000               --                18,000
Net loss for the year ended
   December 31, 2004                        --                 --                 --              (55,807)            (57,807)
                                     -----------        -----------        -----------        -----------         -----------
Balances -  December 31, 2004         11,280,476        $    11,281        $ 1,713,563        $(1,765,341)        $   (40,497)
                                     -----------        -----------        -----------        -----------         -----------
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       11
<PAGE>

                           U.S. TELESIS HOLDINGS, INC.

                            STATEMENTS OF CASH FLOWS

                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003


<TABLE><CAPTION>
                                                                            2004               2003
                                                                         ----------         ----------
<S>                                                                      <C>                <C>
Cash flows from operating activities:

   Net loss                                                              $  (55,807)        $ (356,024)

   Adjustments to reconcile net loss to cash
   used in operating activities:

      Non-cash compensation expense                                           6,700             57,500

      Non-cash interest expense                                              22,465             15,045

      Non-cash consulting expense                                              --              149,970

      Change in operating liabilities:

         Increase (decrease) in accrued expenses                            (42,232)            42,987
                                                                         ----------         ----------

               Net cash used in operating activities                        (68,874)           (90,522)
                                                                         ----------         ----------

Cash flows from financing activities:

      Proceeds from issuance of Convertible Notes to Stockholders            28,000               --

      Proceeds from exercise of stock options                                 5,010              4,000

      Proceeds from the exercise of warrants                                 12,000             55,617
                                                                         ----------         ----------

               Net cash provided by financing activities                     45,010             59,617
                                                                         ----------         ----------

Net decrease in cash and cash equivalents                                   (23,864)           (30,905)

Cash and cash equivalents, beginning of period                               23,923             54,828
                                                                         ----------         ----------

Cash and cash equivalents, end of period                                 $       59         $   23,923
                                                                         ==========         ==========

Supplemental Disclosure of Cash Flow Information:

   Cash Paid During the Year for:

         Interest expense                                                $     --           $     --
                                                                         ==========         ==========

         Income taxes                                                    $     --           $     --
                                                                         ==========         ==========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       12
<PAGE>

NOTE 1 - General and Summary of Significant Accounting Policies
         ------------------------------------------------------

(A)      Nature of Business
         ------------------

U.S. Telesis Holdings, Inc. (the "Company"), formerly U.S. Telesis, Inc., was
incorporated under the laws of the state of Delaware on August 25, 1998. In a
merger agreement dated May 20, 1999, U.S. Telesis, Inc. merged with and into
Woodland Communications Group, Inc. and thereafter on June 3, 1999, Woodland
Communications Group, Inc. changed its name to U.S. Telesis Holdings, Inc.

The Company was organized to provide diverse telecommunications products and
services to the small and medium-sized business community in the southeastern
United States and to develop a niche market strategy of reselling long distance
services to the electrical cooperative community. As a result of the dramatic
decline in the telecommunications industry, the Company has abandoned its
business objective to provide such telecommunications products and services.

The Company's present plan is identify and complete a merger or acquisition with
a private entity whose business presents an opportunity for the Company's
stockholders. The Company's management will review and evaluate business
ventures for possible mergers or acquisitions. The Company has not yet entered
into any agreement, nor does it have any commitment or understanding to enter
into or become engaged in a transaction, as of the date of this filing.

The Company anticipates that any securities issued in any such reorganization
would be issued in reliance on exemptions from registration under applicable
federal and state securities laws. In some circumstances, however, as a
negotiated element of this transaction, the Company may agree to register such
securities either at the time the transaction is consummated, under certain
conditions, or at a specified time thereafter. The issuance of substantial
additional securities and their potential sale into any trading market may have
a depressive effect on such market.

(B)      Net Loss per Common Share
         -------------------------

Basic earnings per share is computed by dividing net income (loss) for the
period by the weighted average number of common shares outstanding during the
period. Diluted earnings per share is computed by dividing net income (loss) by
the weighted average number of common shares plus the dilutive effect of
outstanding warrants. Approximately 0 and 1.0 million outstanding warrants were
excluded from the calculation of diluted earnings per share for the year ended
December 31, 2004 and 2003, respectively, because they were anti-dilutive.

(C)      Income Taxes
         ------------

The Company accounts for income taxes on the liability method, as provided by
Statement of Financial Accounting Standards 109, Accounting for Income Taxes
(SFAS 109) which requires the recognition of deferred tax assets and liabilities
for the future tax consequences of temporary differences between the financial
statement and tax basis carrying amounts of assets and liabilities. The Company
has deferred tax assets from net operating loss carryforwards. There is a full
valuation allowance against the deferred tax asset, as such, there was no
benefit from deferred income tax assets recorded for the years ended December
31, 2004 or 2003.

                                       13
<PAGE>

NOTE 1 - General and Summary of Significant Accounting Policies (continued)
         ------------------------------------------------------

(D)      Accounting for Stock-Based Compensation
         ---------------------------------------

Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for
Stock-Based Compensation,, as amended by SFAS 148, Accounting for Stock-Based
Compensation requires the measurement of the fair value of stock options and
warrants to be included in the statement of operations or disclosed in the notes
to financial statements. The Company has determined that it will continue to
account for stock-based compensation for employees under Accounting Principles
Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and elect
the disclosure-only alternative under SFAS No. 123.

Options granted have been valued using the Black-Scholes option pricing model
prescribed by SFAS No. 123. The weighted average assumptions used for the year
ended December 31, 2004 and 2003 are as follows:

                                             2004             2003
                                             ----             ----

          Risk-free interest rate            0.89%            0.89%

          Expected dividend yield            --               --

          Expected lives                  1 month          1 month

          Expected volatility                 125%             125%

The weighted average fair value of options granted during the years ended
December 31, 2004 and 2003 as calculated using the Black-Scholes option pricing
model was $.04 and $.05, respectively.

Had compensation cost for the Company's stock option plans been determined
consistent with SFAS No. 123, pro forma net loss would not have been materially
different from the net loss reported.

(E)      Use of Estimates
         ----------------

In preparing financial statements in conformity with accounting principles
generally accepted in the United States of America, management is required to
make estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities at the date of
the financial statements, and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

(F)      Statements of Cash Flows
         ------------------------

For the purposes of the statements of cash flows, the Company considers all
highly liquid debt instruments with a maturity of three months or less when
purchased to be cash equivalents.

                                       14
<PAGE>

NOTE 1 - General and Summary of Significant Accounting Policies (continued)
         ------------------------------------------------------

(G)      Recent Accounting Pronouncements
         --------------------------------

FASB Statement No. 123 (Revised 2004), Share-Based Payment (SFAS 123R) was
issued in December, 2004. SFAS 123R replaces SFAS No. 123, Accounting for
Stock-Based Compensation (SFAS 123), and supersedes APB Opinion No. 25,
Accounting for Stock Issued to Employees. SFAS 123R requires companies to
recognize the compensation cost related to share-based payment transactions with
employees in the financial statements. The compensation cost is measured based
upon the fair value of the instrument issued. Share-based compensation
transactions with employees covered within SFAS 123R include share options,
restricted share plans, performance-based awards, share appreciation rights, and
employee share purchase plans. SFAS 123 included a fair-value-based method of
accounting for share-based payment transactions with employees, but allowed
companies to continue to apply the guidance in APB 25 provided that they
disclose in the footnotes to the financial statements the pro forma net income
if the fair-value-based method been applied. The Company is currently reporting
share-based payment transactions with employees in accordance with APB 25 and
provides the required disclosures. SFAS 123R will be effective the for the
Company in the first interim or annual reporting period that begins after
December 15, 2005. The Company currently has no options outstanding,
accordingly, the Company anticipates that the adoption of this statement will
not have a material impact on the Company's financial condition in the year of
adoption.

NOTE 2 - Going Concern
         -------------

The Company is a shell company seeking a merger partner. The Company has not
conducted any operations for the last four years. The Company's continued
existence depends on a number of factors, including, but not limited to, the
ability to secure adequate sources of capital and identify and fund a merger or
acquisition with a suitable company. This still raises substantial doubt about
the Company's ability to continue as a going concern. The consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

NOTE 3 - Concentration of Credit Risk - Cash and Cash Equivalents
         --------------------------------------------------------

The Company maintains its cash balances at a financial institution located in
Massachusetts. The Company has not experienced any losses in such accounts and
believes it is not exposed to any significant credit risk on cash on deposit.
The fair market value of this financial instrument approximates cost.

NOTE 4 - Income Taxes
         ------------

No income taxes were provided since the Company incurred losses from its
inception. Due to the uncertainty of future taxable income, no future tax
benefits have been recognized. At December 31, 2004 and 2003 the Company has net
operating loss carry forwards of approximately $1,550,000 and $1,500,000,
respectively. The net operating loss carryforwards expire at various dates
through 2024. The net operating losses are subject to limitation upon completion
of a merger with a new company.

NOTE 5 - Industry Segment Information
         ----------------------------

The Company is presently not operating. Accordingly, segment information is not
applicable.


                                       15
<PAGE>

NOTE 6 - Stockholders' Equity (Deficit)
         -----------------------------

(A)      Capital Structure
         -----------------

The Company is authorized to issue 51,000,000 shares of $.001 par value stock,
of which 50,000,000 shares with a par value of $.001 is designated for common
shares. The Company's certificate of incorporation authorizes a series of
1,000,000 shares of preferred stock with a par value of $.001 and with such
rights, privileges and preferences as the board of directors may determine. The
Company has not issued any shares of preferred stock.

By resolution, the Company separately designated 8,000 of these shares as Series
A Redeemable Convertible Preferred Stock with a stated value of $1,000 per
share. The redemption price is $1,300 per share plus accumulated dividends. The
shares are also convertible into common stock calculated on a formula based on
the trading prices of the common stock.

(B)      Warrants
         --------

On July 28, 2003 three warrant holders, each significant shareholders of the
Company, exercised their unit purchase warrants at $0.03 and received 558,333
shares of common stock and an additional warrant to purchase an equivalent
number of shares at $0.05. The holders immediately exercised the additional
warrant and received 558,333 shares of common stock for a total of 1,116,666
shares. The fair value of the contingent warrants issued was determined to be
$1,539 using the Black-Scholes pricing model and the following assumptions; Risk
free interest rate, 0.97%; Expected divided yield, 0%; Expected life, 3 months;
Expected volatility, 125%. This amount is included in administrative expense in
the accompanying statement of operations for the year ended December 31, 2003.
In addition one other warrant holder exercised a warrant at $.03 and received
5,000 shares of common stock and an additional warrant to purchase an equivalent
number of shares at $0.05. The fair value of the contingent warrants issued was
immaterial. Total proceeds of $44,816 were received in connection with the
exercises of all the warrants.

In October and November of 2003 several warrant holders exercised their unit
purchase warrants at $0.03 and received 135,000 shares of common stock and an
additional warrant to purchase an equivalent number of shares at $0.05. The
holders immediately exercised the additional warrant and received 135,000 shares
of common stock for a total of 270,000 shares. The fair value of the contingent
warrants issued was determined to be $13,507 using the Black-Scholes pricing
model and the following assumptions; Risk free interest rate, 0.97%; Expected
divided yield, 0%; Expected life, 1 month; Expected volatility, 125%. This
amount is included in general and administrative expense in the accompanying
statement of operations for the year ended December 31, 2003. Total proceeds of
$10,800 were received in connection with the exercise of these warrants.

In February 2004, certain investors exercised 150,000 warrants at $0.03 per
share. Pursuant to their warrant agreements, the Company issued the investors an
equivalent amount of warrants with an exercise price of $0.05. The warrants were
valued at $3,300 using the Black-Scholes pricing model and the following
assumptions; Risk free interest rate, 0.89%; Expected divided yield, 0%;
Expected life, 1 month; Expected volatility, 125%. This amount is included in
general and administrative expense in the accompanying statement of operations
for the year ended December 31, 2004. The investors immediately exercised the
additional 150,000 warrants at $0.05 per share. Total proceeds of $12,000 were
received in connection with the exercise of these warrants. The remaining
856,000 warrants outstanding expired on March 12, 2004.

                                       16
<PAGE>

NOTE 6 - Stockholders' Equity (Deficit) (continued)
         ------------------------------------------

(C)      Stock Options
         -------------

The Company granted an option to purchase 1,000,000 shares of its Common Stock
to Nick Rigopulos in lieu of salary pursuant to a stock option agreement dated
as of July 30, 2003. The options vested immediately and had an exercise price of
$0.004 per share. The Company recorded $46,000 in connection with the issuance
of the options which is included in administrative expense in the accompanying
statement of operations for the year ended December 31, 2003.. The value of the
option was determined based on a market value of the company's stock of $0.05
per share. Mr. Rigopulos exercised options to purchase all 1,000,000 shares of
Common Stock on July 30, 2003 for proceeds of $4,000.

In February 2004, the Company issued an option to purchase 167,000 shares of
common stock to Nicholas Rigopulos in lieu of salary. The options vested
immediately and had an exercise price of $0.03. The Company recorded $6,700 in
connection with the issuance of the options which is included in administrative
expense in the accompanying statement of operations for the year ended December
31, 2004. The value of the option was determined based on a market value of the
company's stock of $0.07 per share. Mr. Rigopulos exercised options to purchase
all 167,000 shares of Common Stock on March 9, 2004 for proceeds of $5,010.

(D)      Shares Issued to Consultants
         ----------------------------

The Company issued 3,000,000 shares of Common Stock for services rendered to
consultants pursuant to contracts dated July 28, 2003. The shares were valued at
$150,000 based on a market value of the Company's stock of $0.05 per share. This
amount is included in general and administrative expense in the accompanying
statement of operations for the year ended December 31, 2003. In July 2003, the
Company issued 200,000 shares of Common Stock to the secretary/director of the
Company as compensation for services rendered. The shares were valued at
$10,000, based on a market value of the Company's stock of $0.05 per share,
which is included in general and administrative expense in the accompanying
statement of operations for the twelve months ended December 31, 2003.

(E)      Shares Issued to Officer
         ------------------------

On January 8, 2003, the Company issued 300,000 shares of common stock to an
officer of the Company in lieu of salary. The shares were valued at $1,500,
based on a market value of the Company's stock of $.005 per share, which is
included in administrative expense in the accompanying statement of operations
for the year ended December 31, 2003.

                                       17
<PAGE>

NOTE 7 - Convertible Notes Payable to Stockholders
         -----------------------------------------

In February 2004, the Company entered into convertible promissory notes with
current investors for gross proceeds of $13,000. The notes bear interest at a
rate of 6% and mature on September 30, 2004. The notes are convertible into
common stock at a rate of $0.03 per share at any time after September 30, 2004.
The notes may only be converted at the option of the Company. As of December 31,
2004 there is $715 in accrued interest which is included in accrued expenses in
the accompanying balance sheet. In September 2004 the Company amended the notes
payable to extend the maturity date to January 31, 2005. On February 1, 2005 the
Company amended the notes payable to extend the maturity date to January 31,
2006.

In July 2004, the Company entered into two convertible promissory notes with
current investors for gross proceeds of $10,000. The notes bear interest at a
rate of 6% and mature on January 31, 2005. The notes are convertible into common
stock at a rate of $0.03 per share at any time after January 31, 2005. The notes
may only be converted at the option of the Company. As of December 31, 2004
there is $300 in accrued interest which is included in accrued expenses in the
accompanying balance sheet. On February 1, 2005 the Company amended the notes
payable to extend the maturity date to January 31, 2006.

In October 2004, the Company entered into a convertible promissory note with a
current investor for gross proceeds of $5,000. The note bears interest at a rate
of 6% and matures on January 31, 2005. The note is convertible into common stock
at a rate of $0.03 per share at any time after January 31, 2005. The note may
only be converted at the option of the Company. As of December 31, 2004 there is
$150 in accrued interest which is included in accrued expenses in the
accompanying balance sheet. On February 1, 2005 the Company amended the notes
payable to extend the maturity date to January 31, 2006.

In January 2005, the Company entered into a convertible promissory note with a
current investor for gross proceeds of $5,000. The note bears interest at a rate
of 6% and matures on July 31, 2005. The note is convertible into common stock at
a rate of $0.03 per share at any time after January 31, 2005. The note may only
be converted at the option of the Company. On February 1, 2005 the Company
amended the notes payable to extend the maturity date to January 31, 2006.

Each of the convertible notes payable discussed above is convertible at a price
per share that is less than the fair market value of the stock on the date the
note was issued. Therefore, in accordance with Emerging Issues Task Force (EITF)
Issue No. 98-5 and EITF Issue No. 00-27, the Company recorded a beneficial
conversion feature in the form of an additional discount to the associated notes
payable. This discount is amortized as additional interest expense over the life
of the note. During 2004, the amortized discount related to the beneficial
conversion feature resulted in additional interest expense of $18,000 which is
included in general and administrative expense in the accompanying statement of
operations for the twelve months ended December 31, 2004.

                                       18
<PAGE>

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES

None

ITEM 8A. CONTROLS AND PROCEDURES

Based on the Company's evaluation conducted within 90 days of filing this
report, Form 10-KSB, our Chief Executive Officer has concluded that our
disclosure controls and procedures (as defined in rule 13a-14c promulgated under
the Security Exchange Act of 1934, as amended) are effective and designed to
alert them to material financial or other information relating to the Company.

There were no significant changes in the Company's internal controls or in other
factors that could significantly affect those controls subsequent of the date of
our most recent evaluation.































                                       19
<PAGE>

                                    PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS

Mr. Nicholas C. Rigopulos, age 46, has been a member of the Board of Directors
of the Company since August 1998 and has served as interim Chief Executive
Officer of the Company since April 2000. Mr. Rigopulos, from December 2001 to
the present, has been a self-employed financial consultant. From August 2000
until December 2001, he was founder and President of Copernicus Systems Inc., a
developer of IP enhanced communications infrastructure products. From February
1999 to January 2000, Mr. Rigopulos was a founder and Managing Director of
Strategic Capital Partners, LLC, a financial advisory boutique. From November
1997 to January 1999, he was founder and Managing Director of Stamford Capital
Partners, LLC, which provided advisory services to emerging technology companies
in the areas of business and financial strategy and planning. Between 1989 and
1997, Mr. Rigopulos was Vice President at Salomon Smith Barney, an investment
banking firm.

Mr. Jules Benge Prag IV, PhD., age 47, has been a member of the Board of
Directors of the Company since August 1998 and has served as Secretary of the
Company since April 2000. Mr. Prag, from September 1986 to the present, has been
a professor at the Drucker School of Management at Claremont Graduate
University. From September 2001 to the present, he has been a professor at
Harvey Mudd College. From June 2002 to the present, Mr. Prag has been a
consultant/corporate trainer in finance at Southern California Edison.

Currently, the Board of Directors has no separate audit, nominating or
compensation committees and acts as such as an entire Board.

ITEM 10.  EXECUTIVE COMPENSATION

The Company issued 300,000 shares of common stock on January 8, 2003 to Nicholas
Rigopulos, interim Chief Executive Officer of the Company, in lieu of salary.
The Company issued an option to purchase 1,000,000 shares of common stock and
200,000 shares of common stock on July 28, 2003 to Nicholas Rigopulos and Jules
Benge Prag, Secretary, respectively, in lieu of salary. The stock and options
were valued at $57,500 and charged to compensation expense.

The Company issued an option to purchase 167,000 shares of common stock to
Nicholas Rigopulos in lieu of salary. The option was valued at $6,700 and
charged to compensation expense.

The Company has paid no salaries to its officers and directors for each of the
last three completed fiscal years.












                                       20
<PAGE>

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of December 31, 2004, information regarding
the beneficial ownership of shares by each person known by the Company to own
five percent or more of the outstanding shares of the Company:

--------------------------------------------------------------------------------
                                                    AMOUNT AND
                                                    NATURE OF
                      NAME AND ADDRESS              BENEFICIAL      PERCENT OF
TITLE OF CLASS        OF BENEFICIAL OWNER             OWNER            CLASS
--------------------------------------------------------------------------------
Common Stock          Robert Prag
                      2455 El Amigo Road             1,726,850         15.31%
                      DelMar, CA  92014
--------------------------------------------------------------------------------
                      Paul Mannion
                      4390 River Bottom Drive        1,666,666         14.77%
Common Stock          Norcross, GA 30092
--------------------------------------------------------------------------------
Common Stock          Yale Farrar
                      23679 Calabasas Road #412      2,648,771         23.48%(1)
                      Calabasas, CA 91302
--------------------------------------------------------------------------------

The following table sets forth, as of December 31, 2004, information regarding
the beneficial ownership of shares by each of the directors and officers of the
Company and by the directors and officers as a group:

--------------------------------------------------------------------------------
                                                    AMOUNT AND
                                                    NATURE OF
                      NAME AND ADDRESS              BENEFICIAL      PERCENT OF
TITLE OF CLASS        OF BENEFICIAL OWNER             OWNER            CLASS
--------------------------------------------------------------------------------
Common Stock          Nicholas Rigopulos
                      41 Commonwealth Avenue         1,573,125         13.95%
                      #4 Boston, MA  02116
--------------------------------------------------------------------------------
                      Jules Benge Prag IV, PhD.
                      220 W. 8th Street                215,000          1.91%
Common Stock          Claremont, CA 91711
--------------------------------------------------------------------------------
                      All Officers and Directors
                      as a Group                     1,778,065         15.86%
--------------------------------------------------------------------------------
___________________________
(1) Share beneficially owned by Yale Farrar include 1,476,850 shares owned by
    Belle Group, Ltd.

                                       21
<PAGE>

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The following transactions have occurred in the last two years to which the
Company was or is to be a party, in which any director, executive officer,
nominee for election as a director, security holder or member of the immediate
family of any of the aforementioned persons, had, or is to have, a direct or
indirect material interest.

The Company issued 300,000 shares of common stock on January 8, 2003 to Nicholas
Rigopulos, interim Chief Executive Officer of the Company, in lieu of salary.
The Company issued 1,000,000 options to purchase common stock and 200,000 shares
of common stock on July 28, 2003 to Nicholas Rigopulos and Jules Benge Prag,
Secretary, respectively, in lieu of salary. The options had an exercise price of
$0.004 per share. Mr. Rigopulos exercised his options immediately and received
1,000,000 shares of common stock

On July 28, 2003 the Company issued 3,000,000 shares to three stockholders for
consulting services provided. The shares were valued at $149,970 and charged to
consulting expense.

During 2003, certain investors exercised 698,333 warrants at $0.03 per share.
Pursuant to their warrant agreements, the Company issued the investors an
additional 698,333 warrants with an exercise price of $0.05 to. The warrants
were valued at $15,035 and charged to interest expense. Certain of these
investors exercised an additional 693,333 warrants at $0.05 per share.

In February 2004, the Company issued an option to purchase 167,000 shares of
common stock to Nicholas Rigopulos in lieu of salary. The options were valued at
$6,700 and will be charged to general and administrative expense during 2004.
Additionally, certain investors exercised 150,000 warrants at $0.03 per share.
Pursuant to their warrant agreements, the Company issued the investors an
additional 150,000 warrants with an exercise price of $0.05 to. The warrants
were valued at $3,300 and charged to general and administrative expense. These
investors immediately exercised the additional 150,000 warrants at $0.05 per
share. The remaining 856,000 warrants outstanding expired on March 12, 2004.

From February, 2004 through January, 2005, the Company entered into Convertible
Promissory Note Agreements with four shareholders for gross proceeds of $33,000.
The notes are convertible into common stock at a rate of $0.03 per share. The
notes bear interest at a rate of 6% and mature on July 31, 2005. The Company
recorded $1,165 of interest expense in relation to the notes.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Documents filed as a part of this Form 10:

EXHIBIT   DESCRIPTION
-------   -----------

  3.1     Certificate of Incorporation of U.S. Telesis Holdings, Inc., filed as
          Exhibit 2.1 to the Registration Statement on Form 10-SB of U.S.
          Telesis Holdings, Inc. (File No. 000-50299) filed on May 29, 2003, as
          amended on Form 10-SB/A filed on July 16, 2003 and incorporated herein
          by reference.

  3.2     By-laws of U.S. Telesis Holdings, Inc., filed as Exhibit 2.2 to the
          Registration Statement on Form 10-SB of U.S. Telesis Holdings, Inc.
          (File No. 000-50299) filed on May 29, 2003, as amended on Form 10-SB/A
          filed on July 16, 2003 and incorporated herein by reference.

                                       22
<PAGE>

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K (CONTINUED)

(a)       Documents filed as a part of this Form 10-K (continued):

EXHIBIT   DESCRIPTION
-------   -----------

  10.1    Non-Statutory Stock Option Agreement, dated July 28, 2003, by and
          between Nicholas Rigopulos and U.S. Telesis Holdings, Inc., filed as
          Exhibit 4.03 to the Registration Statement on From S-8 of U.S. Telesis
          Holdings, Inc. (File No. 333-109567) filed on October 8, 2003 and
          incorporated herein by reference.

  10.2    Consulting Agreement, dated as of July 28, 2003 by and between U.S.
          Telesis Holdings, Inc., and Paul T. Mannion, Jr. filed as Exhibit 4.03
          to the Registration Statement on From S-8 of U.S. Telesis Holdings,
          Inc. (File No. 108-800) filed on September 15, 2003 and incorporated
          herein by reference.

  10.3    Consulting Agreement, dated as of July 28, 2003 by and between U.S.
          Telesis Holdings, Inc., and Robert B. Prag filed as Exhibit 4.04 to
          the Registration Statement on From S-8 of U.S. Telesis Holdings, Inc.
          (File No. 108-800) filed on September 15, 2003 and incorporated herein
          by reference.

  10.4    Consulting Agreement, dated as of July 28, 2003 by and between U.S.
          Telesis Holdings, Inc., and Yale Farrar filed as Exhibit 4.05 to the
          Registration Statement on From S-8 of U.S. Telesis Holdings, Inc.
          (File No. 108-800) filed on September 15, 2003 and incorporated herein
          by reference.

  10.5    Non-Statutory Stock Option Agreement, dated February 20, 2004, by and
          between Nicholas Rigopulos and U.S. Telesis Holdings, Inc., filed as
          Exhibit 4.03 to the Registration Statement on From S-8 of U.S. Telesis
          Holdings, Inc. (File No. 333-115241) filed on May 6, 2004 and
          incorporated herein by reference.

  16      Letter from BP Audit Group, PLLC with respect to change in accountant
          dated December 3, 2003 filed as Exhibit 16 to the Form 8-K of U.S.
          Telesis Holdings, Inc. (File No. 000-50299) filed on December 4, 2003
          and incorporated herein by reference.

  31      Certificate of Chief Executive Officer pursuant to Section 302 of the
          Sarbanes-Oxley Act of 2002.

  32      Certificate of Chief Executive Officer pursuant to Section 906 of the
          Sarbanes-Oxley Act of 2002.

(b)       Reports on Form 8-K:

          None

                                       23
<PAGE>

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

The aggregate fees billed for professional services rendered by Vitale,
Caturano, & Company, Ltd. for the audit of the registrant's annual financial
statements and review of the financial statements included in the registrant's
Form 10-QSB or services that are normally provided by the accountant in
connection with statutory and regulatory filings or engagements for fiscal years
2004 and 2003 were $15,000 and $14,000, respectively.

Audit Related Fees

None

Tax Fees

$2,000

All Other Fees

None

Audit Committee Policies and Procedures

The Company does not have an audit committee.

If greater than 50 percent, disclose the percentage of hours expended on the
principal accountant's engagement to audit the registrant's financial statements
for the most recent fiscal year that were attributed to work performed by
persons other than the principal accountant's full-time, permanent employees.

Not applicable

Code of Ethics

The board of directors has not adopted a code of ethics as of December 31, 2004.
The Company has not adopted a code of ethics because it has not yet commenced
operations.

                                       24
<PAGE>


                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                                  U.S. Telesis Holdings, Inc.

Date: March 31, 2005                         By:  /s/ Nicholas Rigopulos
                                                  ------------------------------
                                                  Name: Nicholas Rigopulos
                                                  Title: Chief Executive Officer




































                                       25